Exhibit 10(e)  THE EMPIRE DISTRICT ELECTRIC COMPANY  DEFERRED COMPENSATION PLAN FOR DIRECTORS      As Amended and Restated Effective January 1, 2008


THE EMPIRE DISTRICT ELECTRIC COMPANY  Deferred
Compensation Plan for Directors  The purpose of the Deferred
Compensation Plan for Directors (the Plan) is to provide a procedure whereby
a member of the Board of Directors of The Empire District Electric Company (the
Company) may defer the payment of all or a specified part of the future
compensation payable to the Director for services as a Director (including
compensation payable to a Director for services as a member of a committee of
the Board).  1.                     Each Director who is not an
employee of the Company shall have the option, exercisable on or before December 31
of any year by written notice to the Company, to defer payment of all or a
designated portion of the compensation payable to the Director for service as a
Director commencing at the beginning of the next calendar year (inclusive of
fees paid for attendance at meetings of the Board and committees thereof).  Any person elected to fill a vacancy on the
Board and who is not a Director on the preceding December 31, may elect,
on or before the date of the Directors election as a Director, to defer all or
a designated portion of the compensation payable to the Director for services
as a Director performed during the balance of the calendar year in which the
Director was elected to the Board and thereafter.  Each Director shall have the option
exercisable on or before October 1, 1986 by notice to the Company to defer
payment of all or a designated portion of the compensation payable to the
Director for services as a Director performed during the balance of calendar
year 1986 and thereafter (inclusive of fees paid for attendance at meetings of
the Board and committees thereof). 
Deferrals hereunder will continue until the Director notifies the
Company, prior to the commencement of any calendar year, that the Director wishes
the Directors compensation for such calendar year and all succeeding periods
to be paid on a current basis, unless and until a new


election
to defer future compensation is filed by the Director pursuant to the first
sentence of this Paragraph 1.  The
election to defer payment with respect to calendar years commencing prior to a
Directors delivery to the Company of the Directors notice of discontinuance
of deferment shall be irrevocable.  2.                     For the purposes of this
Plan:  a.                     The
calendar year in which a Director ceases to serve as such will be referred to
as the Retirement Year.  b.                     The
compensation deferred for any Director plus the equivalent of accumulated
interest thereon less any portion thereof theretofore distributed to the
Director will be referred to as the Directors Accumulated Account.  If subaccounts are established in respect of
the deferrals of a Director because of the Directors election of differing
payout periods with respect to different deferrals, there shall be an Accumulated
Account for each subaccount.  3.                     All deferred compensation
shall be held in the general funds of the Company and shall be credited to a
bookkeeping account maintained by the Company in the name of the Director on,
and shall bear the equivalent of interest from, the first day following the end
of the calendar quarter in which the compensation would have been payable were
it not for its deferral under this Plan. 
Interest equivalents shall be credited on the last day of each calendar
quarter up to and including the calendar quarter preceding that in which the
last amount of deferrals under this Plan and accumulated interest equivalents
thereon is paid to the Director concerned or to the Directors successor in
interest.  The amount of the interest
equivalent credited to the Directors Plan account quarterly shall be
determined by applying the interest equivalent rates established hereunder to
the balance in the Directors


account
at the beginning of the quarter and to any amounts deferred at subsequent times
during the quarter.  The interest
equivalent rates applicable to deferrals shall be the Prime Rate quoted for
corporate loans on the first business day of such calendar quarter at Harris
Trust and Savings Bank of Chicago, Illinois, divided by 365 and multiplied by
the number of days such deferrals are held during  the quarter. 
If the Harris Trust and Savings Bank Prime Rate ceases to be available,
the rate for three-month certificates of deposit as published for the first
business day of such calendar quarter in the Wall Street Journal column Money
Rates,  shall be substituted in the
determination of interest equivalent rates.  4.                     The amount to which a
Director is entitled  under this Plan
shall be paid to the Director in any number of annual installments as elected
by the Director up to ten (the payout election), payable in January of
each payment year beginning with the calendar year following the Directors
Retirement Year.  A payout election shall
be made by the Director concerned at the same time as the Directors deferral
election is made.  A Directors payout
election shall be irrevocable with respect to deferrals (and interest
equivalents thereon) to which the election applies.  A Director may, however, make a new payout
election from time to time, but only prior to the beginning of a calendar year
and only as respects deferrals made effective for such calendar year and
subsequent calendar years.  A separate
subaccount shall be established for each amount of deferrals (and interest equivalents
thereon) as to which a different payout election is made.  The
amount of each installment shall be determined by multiplying the accumulated
amount in the Directors account (or subaccount) as of December 31
preceding the installment payment date (the Accumulated Account) by a fraction,
the numerator of which will be 1 and the denominator of which will be the
number of annual installments elected by the Director less the number of
installment


payments
theretofore made.  If a Director should
die before full payment of all amounts owing to the Director under the Plan,
the Directors Accumulated Account (or Accumulated Accounts, if subaccounts
have been established) shall be paid within 60 days following the death of the
Director.  Such payment shall be made to
a beneficiary or beneficiaries (which may be an entity other than a natural
person), which the Director may designate. At any time, and from time to time,
any such designation may be changed or canceled by the Director without the
consent of any beneficiary.  Any
designation, change, or cancellation must be by written notice filed with the
Company and shall not be effective until received by the Company.  If no beneficiary has been named by the
Director or if all designated beneficiaries predecease the Director, payment
shall be made to the Directors estate.  5.                     The right of a Director to
any deferred compensation or interest equivalent thereon shall not be subject
to assignment or other disposition by the Director other than by will, or by
the laws of descent and distribution.  6.                     The Plan shall be
administered by the Executive Committee of the Board of Directors of the
Company.  The decision of the Executive
Committee with respect to any questions arising under this Plan, including the
interpretation of any provision thereof and the severability of any and all of
the provisions thereof, shall be final, conclusive and binding.  The Executive Committee shall also have power
to supply omissions from the reconcile inconsistencies in the terms of the
Plan.  No member of the Executive
Committee shall pass upon question arising under the Plan which relates solely
to himself or herself.


7.                     The Company reserves the
right to modify this Plan from time to time or to terminate the Plan entirely,
provided, however, that no modification or termination of this Plan shall
operate to annul an election already in effect for the current calendar year or
any preceding calendar year.  8.                     It is intended that the
Plan comply with the requirements of Section 409A of the Internal Revenue
Code of 1986, as amended, and the Plan shall be interpreted and operated
consistently with that intent. For purposes of the Plan, a Director shall be
deemed to have ceased to be a Director if and only if the Director has
experienced a separation from service within the meaning of Section 409A
of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder.